General Terms and Conditions of Sale

1. General Provisions and Scope of Application

Seller: PRO COMMERCE, d.o.o., Stritarjeva ulica 5, 4000 Kranj, Slovenia, Company Registration No. 5288886000, VAT No. SI13625659.

These Terms and Conditions apply to quotations, orders, sales of goods, personalisation, finishing and other agreed services provided by the Seller, unless the parties agree otherwise in writing for a particular transaction. Any specific written agreement, accepted quotation or pro forma invoice shall prevail over these Terms and Conditions to the extent that it differs from them.

The Buyer’s general terms and conditions or purchasing terms shall not be binding on the Seller unless expressly accepted by the Seller in writing. By placing an order or accepting a quotation, the Buyer confirms that it has had the opportunity to familiarise itself with these Terms and Conditions and accepts them.

Photographs, illustrations and product samples are for information purposes only. Due to materials, production batches, screen settings and manufacturing processes, minor variations in colour, texture, shape or dimensions may occur, provided that they do not materially affect the agreed functionality or quality of the product.

2. Quotations and Prices

Unless otherwise stated in the quotation, prices are expressed in euros (EUR), excluding VAT and delivery costs. The standard delivery condition is collection from or delivery ex the Seller’s warehouse in Kranj, unless otherwise specified in the quotation, order confirmation or another agreement.

Prices displayed in catalogues or on the website are for information purposes only and are subject to change. For each individual order, the binding price shall be the price stated in the Seller’s quotation or order confirmation. Changes in prices after confirmation of an order shall not affect an already confirmed order unless otherwise agreed in writing between the parties.

Prior to confirmation of an order, the Seller may amend prices due to changes in purchase prices, raw material costs, transport costs, exchange rates or other circumstances affecting the price.

3. Orders and Conclusion of Contract

When placing an order, the Buyer must provide accurate and complete information required for fulfilment of the order, including invoicing details, quantities, selected products, personalisation requirements and any other agreed specifications.

The minimum total net order value is EUR 100.00, unless otherwise confirmed by the Seller in writing.

Receipt of the Buyer’s order does not in itself constitute acceptance of the order. The order becomes binding on the Seller when the Seller confirms it by means of an order confirmation, confirmed pro forma invoice or other unequivocal written communication, or when the Seller commences performance in agreement with the Buyer.

Following confirmation of an order, the Buyer may not unilaterally cancel the order without the Seller’s consent. If the Seller exceptionally accepts a cancellation, it may charge the Buyer for costs already incurred, goods already ordered, samples produced, graphic preparation, personalisation and any other costs that cannot reasonably be avoided as a result of the cancellation.

4. Printing, Personalisation and Artwork

The Seller provides various personalisation techniques, including printing, laser engraving, embroidery and other forms of finishing. The suitability of a particular technique depends on the product, material, design and required quantity.

The Buyer must provide artwork files of appropriate quality and in a suitable format. Vector files (e.g. AI, EPS, PDF or another agreed vector format) are generally preferred for print preparation. If additional graphic design or file preparation is required, such work shall be charged according to the actual time spent at the applicable rate; unless otherwise agreed, graphic design and preparation shall be charged at EUR 40.00 per hour excluding VAT.

Before production of a personalised product, the Seller will normally submit a digital artwork proof for approval. The Buyer is responsible for checking the content, layout, text, information, colours and all other elements of the proof prior to approval. By approving the proof, the Buyer confirms the accuracy of the elements shown. The Seller shall not be liable for errors in content or layout expressly approved by the Buyer in the proof, unless the final product differs from the approved proof due to an error attributable to the Seller.

Colours displayed on a screen do not constitute a reliable colour standard. Differences in materials, base product colours and personalisation techniques may result in normal technical variations in colour shade, position or size of the design.

The Buyer warrants that it has the right to use and provide to the Seller any logos, trademarks, photographs, texts and other materials submitted for reproduction. The Buyer shall be responsible for any third-party claims arising from materials supplied by the Buyer, unless the infringement is attributable to the Seller.

5. Samples

For sample orders with a total net value of up to EUR 100.00, an administration fee of EUR 25.00 plus delivery costs may be charged. Samples are generally non-returnable unless their return has been agreed in writing in advance.

A sample is intended for product evaluation. Normal minor variations between a sample and subsequent series production may occur as a result of materials or the manufacturing process.

6. Delivery and Transfer of Risk

Delivery shall be made from the Seller’s warehouse in Kranj or in another agreed manner. Where delivery to the Buyer has been agreed, the Seller may use a contracted carrier or courier service.

Delivery costs shall be charged separately unless otherwise stated in the quotation or agreement. For orders exceeding EUR 250.00 net, standard delivery to one address in Slovenia is free of charge, unless otherwise agreed due to the nature, weight or dimensions of the goods or special delivery requirements.

Upon receipt, the Buyer must check the number of packages and the visible condition of the shipment. Any visible damage to the transport packaging or missing packages should be recorded with the carrier upon delivery, and the Seller should be notified immediately, accompanied, where possible, by photographs and the carrier’s damage report.

For the purposes of determining quantities and dispatch, the information stated on the Seller’s delivery note or dispatch documentation shall be deemed authoritative unless the Buyer proves that the actual situation was different.

7. Delivery Times and Exceptional Circumstances

The delivery time shall be stated in the quotation, order confirmation or other agreement. The delivery period begins once all conditions necessary for fulfilment of the order have been met, in particular once the Seller has received all required information, suitable artwork files, approval of the artwork proof and any agreed advance payment, where applicable.

If, due to events beyond the Seller’s reasonable control, the Seller is temporarily unable to fulfil the order within the agreed period, the delivery period shall be extended accordingly for the duration of such circumstances and their direct consequences. Such events may include, in particular, natural disasters, fire, war or other exceptional security events, strikes, governmental measures, major disruptions to transport, supply chains or energy supplies, and other comparable unforeseeable events. The Seller shall inform the Buyer of any significant expected delay as soon as reasonably practicable.

8. Inspection of Goods and Complaints

As these Terms and Conditions are intended for business customers, the Buyer must inspect the goods received as soon as reasonably possible in the ordinary course of business. In commercial contracts, the Buyer must notify the Seller of any apparent defects without delay. The Buyer must likewise notify the Seller without delay of any hidden defect after discovering it.

A notice of defect must contain a sufficiently detailed description of the defect and information enabling identification of the relevant order. The Buyer should provide photographs or other available documentation and allow the Seller to inspect the goods concerned.

If a complaint is justified, the Buyer’s rights shall be dealt with in accordance with applicable law and any agreement between the parties. The Seller shall not be liable for damage occurring after the transfer of risk as a result of improper storage, use, maintenance or intervention by the Buyer or a third party.

Where products are printed, engraved, embroidered or otherwise processed independently by the Buyer or a third party after delivery, the Seller shall not be liable for defects or damage resulting from such subsequent processing.

9. Payment Terms

The payment term shall be specified in the quotation, pro forma invoice or invoice. Unless otherwise agreed, the maximum standard payment term granted by the Seller to the Buyer is 30 days from the invoice date. Depending on the nature of the order, the Buyer’s creditworthiness or previous business relationship, the Seller may require partial or full advance payment.

If a specific quotation or pro forma invoice grants a 3% discount for payment against a pro forma invoice, the discount shall be applied in accordance with the terms of that quotation. Unless expressly stated otherwise, the discount does not apply to personalisation and finishing services.

In the event of late payment, the Seller shall be entitled to statutory default interest and any other rights or costs available to it under the applicable regulations governing late payments in commercial transactions.

10. Retention of Title

The Seller retains title to the delivered goods until the purchase price for those goods has been paid in full. The Buyer is obliged to handle the goods with due care until payment has been made in full. The effects of the retention of title in relation to third parties shall be governed by applicable law.

11. Limitation of Liability

The Seller shall be liable for damages to the extent provided by mandatory law and the agreement between the parties. The Seller shall not be liable for damage resulting from incorrect or incomplete information supplied by the Buyer, use of the product contrary to its intended purpose or instructions, unauthorised modifications to the product, or circumstances beyond the Seller’s reasonable control.

Nothing in these Terms and Conditions shall exclude or limit liability in cases where such exclusion or limitation is not permitted under applicable law.

12. Protection of Personal Data

Personal data relating to the business relationship shall be processed by the Seller in accordance with applicable legislation and its Privacy Policy, published on the website.

13. Governing Law and Dispute Resolution

The parties shall endeavour to resolve any disputes amicably. Contractual relationships shall be governed by the laws of the Republic of Slovenia.

If an amicable settlement cannot be reached, disputes between the Seller and a business customer shall be subject to the jurisdiction of the competent court in Kranj, unless mandatory provisions of law provide otherwise.

14. Validity and Amendments to the Terms and Conditions

These General Terms and Conditions of Sale shall apply from the date of publication and supersede all previous versions. The Seller may amend them due to changes in legislation, business processes or other justified reasons. Amended Terms and Conditions shall apply to orders concluded after the new version enters into force, unless otherwise agreed with the Buyer.

For each order already confirmed, the Terms and Conditions in force at the time of confirmation shall apply, together with any specific written agreements relating to that order.

15. Contact